Cg Flashcards
Corp Gov Definition
System by which a company is directed and controlled.
Corp Governance aims
- To achieve objecive
- Comply with legislation
- Protect intestest of stakeholders
What is the board supposed to be like?
- Honesty and transparency
- Integral to ICs/Risk Management/Agency/Stakeholdrs/Strategic Mgmt
- Final responsibility lies with Bod
- Authority and responsibility are delegated to Bod by the sharholders
- Balance of properly qualified EDs and independent NEDs
- Diversity of background, experience, etc.
- Reasonable size of BOD
Guidance on CG
- Be informed ad support LT sharholder benefit
- Clarity and integrity
- Balance of skills, experience and objectivity for decisions
- Blend of corporate objectives, values and business ethics as part of strategy..
- Proactive approach to managing risks.
Board committees
Formed to carry out specific functions that cannot be carried out effectively by the main board alone:
- Time commitment required
- Specialist subject matter
- Legal/regulatory requirements or recommendations.
Most Common Board Committees
- Remuneraton committee
- Nominations committee
- Risk Committee
- Audit Committee- entirely NED’s w/ at least one possesing recent fin expertise. (internal watchdog, liaise with external auditors) Give comfort to staekholders.
Can set up any committee you want
What should an integrated report look like?
- Strategic focus
- Future Orientation
- Connectivity of information
- Responsiveness and stakeholder inclusiveness
- Conciseness, reliability and material
What are the six types of capital
- Financial
- Human- Skills, experience and diversity of human resource, culture, ethics.
- Social - institutions, community,
- Intellectual- Intangible
- Manufactured- NCA & Infrastructure
*Natural- renewable and non-renewable
What is the role of IR and its value to company and sh
should cover the six content elements using the five guiding principles to enable capital providers
and other key stakeholders to make decisions about the
business’s value and stewardship – the matters that shape
its value for the longer term, its aspirations and plans for the
medium-term, the business as it currently stands, and how it
has delivered on its promises.
How IT provides mmore relevant information to shareholders about value creation?
What is integrated thinking?
Leads to integrated decision making and actions which consider value creation and preservation and erosion over the st and lt
How is integrated thinking implemented?
Across a variety of areas:
Purpose
Governance
Culture
Strategy
Risks and Opportunities
Performance
and communicated to stakeholders through integrated reporting.
What are the benefits of integrated thinking?
- Improve stakeholder decision Making
- Greater transparency improve reputation
- Strengthen communication and alignment of interests with Stakeholder
- Accountability- corporate gvt. As stewards of society’s common resources they must be held accountable
How do you asses the drivers of change?
- Driven by:
- Unforeseen changes in the environment (Pestle)
- Technological shifts
- Shifts in demand
- Strategic drift
What is the change management process?
- Diagnosing need for change
- Assess drivers of change (internal/external)
- Understand the direction of change (type of change)
- Develop change amangement strategy
- Implement change
Understand what type of change is needed?
Scope & Speed are the considerations
Fast and Transformative- Revolution
Slow and Transformative - Evolution
Fast and Re-aligment - Reconstruction
Slow and Re-alignment- Adaptation
Re-engineering required if:
- Existing processes arre no longer effective
- Organisation faces tough competition
- New ideas triggered through innovation
Types of process re-design
Re-engineer - major, new tec introduced.
Simplification - lean - remove waste and inefficiency
Value-Added Analysis -
Gap and Disconnect Analysis- addresses knowledge/resource asymettry and lack of collabaration.
How do you get buy in from stakeholders?
Lewin Three Stage Model
How do you decide how to change it
Harmons Process Matrix
Outsource
EPR
Human based
What role does CEO play in change management?
- Set vision and strategy
- Champion change - communicate and rally support
- Leadership and diretion
- Empowering and supporting team
- Monitoring Progres and Performance
- Leading by Example